The objective of the Nomination Committee is to establish a transparent and clear procedure for the nomination of Board Members at the Company´s Annual General Meeting. The procedure is intended to enable the shareholders to make a more informed decision regarding Board Membership. The Nomination Committee has an advisory role regarding the election of Board Members by putting forth a proposal at the Annual General Meeting. The Nomination Committee shall take into account the overall interests of the Company´s shareholders.
The Committee is established for one year at a time. Two committee members are elected by the shareholders´ meeting and the new Board elects one of their own after the shareholders´ meeting. The arrangement regarding the shareholders´ voting of Committee Members shall be the same as for voting Board Members, according to the Articles of Association.
The Nomination Committee Members 2022-2023 are:
Katrín S. Óladóttir
Sigurður Kári Árnason
Þórarinn Arnar Sævarsson
Shareholders may send their nominations or other comments regarding the Company´s Board to firstname.lastname@example.org.
Applications for Board Membership shall also be sent to the aforementioned email address.
Because of the nature and scope of the Committee´s work, nominations and applications must have been received by the Committee no later than two weeks before the shareholders´ meeting, where Board Members´ shall be elected, for the Committee to be able to evaluate the candidates.
All nominations and applications received no later than five days before the meeting are valid.
In a nomination or an application information the following information shall be provided; name, id.no., address, main occupation, career, education, experience and owned shares in the Company. Information regarding possible conflict of interest with the Company´s main customers and competitors and shareholders´ owning more than 10% share in the Company shall also be provided.
The goal of establishing a Remuneration Committee is to increase efficiency, establish a clear procedure and improve the governance of the Board of Directors regarding remuneration matters. The Remuneration Committee shall operate in accordance with Icelandic laws and regulations and good corporate governance.
The Remuneration Committee is a sub-committee of the Board of Directors and is appointed by the Board. The Remuneration Committee shall consist of three members, the majority of whom must be independent of the Company and its day-to-day management. However, the Committee may consist of two members, in which case both members must be independent of the Company. The Committee shall be appointed for a term of one year at the first Board meeting after the AGM.
Members of the Nomination Committee 2022-2023:
Jón Ásgeir Jóhannesson
Sigurður Kristinn Egilsson
The objective of the Audit Committee is seeking to ensure the quality of financial statements and other financial information and the independence of auditors. The Audit Committee shall operate in accordance with Icelandic laws and regulations and corporate governance. The Audit Committee is responsible for reviewing and assessing the quality of the financial information and the arrangement of information from management and auditors.The Committee shall ensure the information given to the Board on operations, status and future prospects of the company are reliable and give a more accurate picture of the company's position at any time.
The Audit Committee also has the following tasks:
1.to monitor the working process around the making of the accounts
2.to monitor the arrangement and effectiveness of the internal control within the Company, the risk management and other surveillance measures
3.to monitor and review the audit of the annual accounts, the consolidated accounts and other financial information regarding the company
4.to put forth proposals to the Board regarding the selection of the auditor or audit firm
5.to evaluate the independence of the auditors or audit firm and monitor other work performed by the auditors or auditing firm The Audit Committee is a sub-committee of the Board and is appointed by the Board in accordance with chapter IX of the A Act no. 3/2006 regarding financial statements.
The Committee shall be appointed for a term of one year at the first Board meeting after the Annual General Meeting. It shall consist of not fewer than three members.
Members of the Audit Committee 2022-2023:
Guðbjörg Heiða Guðmundsdóttir
Þórarinn Arnar Sævarsson
Skeljungur´s auditor is KPMG.